EX-25.1 20 d897100dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association   94-1347393
(Jurisdiction of incorporation or   (I.R.S. Employer
organization if not a U.S. national bank)   Identification No.)
101 North Phillips Avenue  
Sioux Falls, South Dakota   57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 

 

CARDTRONICS, INC.

(and the Subsidiary Guarantor Registrants Identified on the Following Page)

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   76-0681190

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

3250 BriarPark Drive, Suite 400

Houston, Texas 77042

(832) 308-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 


5.125% Senior Notes due 2022

(Title of the indenture securities)

TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

 

Exact Name of Subsidiary Guarantor

Registrant as Specified in its Charter (1)

  

State or Other Jurisdiction of
Organization

  

I.R.S. Employer
Identification
Number

Cardtronics USA, Inc.

   Delaware    76-0419117

Cardtronics Holdings, LLC

   Delaware    04-3848807

ATM National, LLC

   Delaware    01-0851708

Cardtronics DR, LLC

   Delaware    46-0757736

 

 

(1) The address for each subsidiary guarantor registrant is 3250 Briarpark Drive, Suite 400, Houston, Texas 77042, and the telephone number for each subsidiary guarantor registrant is (832) 308-4000.


Item 1. General Information. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

  (b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012.**
Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011.**
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.


 

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

 

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.

 

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 5th of June, 2015.

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

LOGO

John C. Stohlmann

Vice President


EXHIBIT 6

June 5, 2015

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

LOGO

John C. Stohlmann

Vice President


EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business December 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.

 

     Dollar Amounts
In Millions
 

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

   $ 18,743   

Interest-bearing balances

     222,900   

Securities:

  

Held-to-maturity securities

     55,483   

Available-for-sale securities

     226,470   

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

     1,968   

Securities purchased under agreements to resell

     23,309   

Loans and lease financing receivables:

  

Loans and leases held for sale

     14,634   

Loans and leases, net of unearned income

     821,207   

LESS: Allowance for loan and lease losses

     10,844   

Loans and leases, net of unearned income and allowance

     810,363   

Trading Assets

     46,228   

Premises and fixed assets (including capitalized leases)

     7,491   

Other real estate owned

     2,492   

Investments in unconsolidated subsidiaries and associated companies

     856   

Direct and indirect investments in real estate ventures

     1   

Intangible assets

  

Goodwill

     21,627   

Other intangible assets

     18,578   

Other assets

     61,641   
  

 

 

 

Total assets

$ 1,532,784   
  

 

 

 

LIABILITIES

Deposits:

In domestic offices

$ 1,062,122   

Noninterest-bearing

  322,290   

Interest-bearing

  739,832   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

  151,034   

Noninterest-bearing

  928   

Interest-bearing

  150,106   

Federal funds purchased and securities sold under agreements to repurchase:

Federal funds purchased in domestic offices

  946   

Securities sold under agreements to repurchase

  12,563   


     Dollar Amounts
In Millions
 

Trading liabilities

     25,409   

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

     83,997   

Subordinated notes and debentures

     18,701   

Other liabilities

     32,601   
  

 

 

 

Total liabilities

$ 1,387,373   

EQUITY CAPITAL

Perpetual preferred stock and related surplus

  0   

Common stock

  519   

Surplus (exclude all surplus related to preferred stock)

  106,158   

Retained earnings

  34,288   

Accumulated other comprehensive income

  4,019   

Other equity capital components

  0   
  

 

 

 

Total bank equity capital

  144,984   

Noncontrolling (minority) interests in consolidated subsidiaries

  427   
  

 

 

 

Total equity capital

  145,411   
  

 

 

 

Total liabilities, and equity capital

$ 1,532,784   
  

 

 

 

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry

Sr. EVP & CFO        

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

John Stumpf Directors
James Quigley
Enrique Hernandez, Jr.